LETTER OF AGREEMENT W\/ HNC SOFTWARE 4\/2\/96<\/p>\n 1<\/p>\n
EXHIBIT 10.35<\/p>\n
* CONFIDENTIAL TREATMENT REQUESTED.
\n CONFIDENTIAL PORTION HAS BEEN FILED
\n SEPARATELY WITH THE SECURITIES AND
\n EXCHANGE COMMISSION.<\/p>\n
April 1, 1996 HNC Software Inc.
\n 5930 Cornerstone Court West
\n San Diego, CA 92121-3728<\/p>\n
Tel: 619.546.8877
\n Fax: 619.452.6524<\/p>\n
Robin Johnson
\nInfoseek Corporation
\n2620 Augustine Drive, Suite 250
\nSanta Clara CA 95054<\/p>\n
Dear Robin:<\/p>\n
The purpose of this letter is to set forth the terms and conditions whereby HNC
\nwill provide Infoseek with a copy of HNC’s CONVECTIS(TM) software (the “HNC
\nSoftware”) prior to the execution of a definitive software license agreement
\nbetween the parties (the “Definitive Agreement”), which the parties acknowledge
\nis currently under negotiation between them.<\/p>\n
As such, it is agreed that:<\/p>\n
1. HNC’s provision of the HNC Software to Infoseek shall be subject to the terms
\nand conditions of the Definitive Agreement as well as the Mutual Confidentiality
\nand Non-Disclosure Agreement executed by the parties as of April 2, 1996 (the
\n“Non-Disclosure Agreement”). It is acknowledged that the HNC Software shall be
\nconsidered “Confidential Information” for purposes of the Non-Disclosure
\nAgreement.<\/p>\n
2. In the event the Definitive Agreement is not executed by both parties on or
\nbefore June 30, 1996, Infoseek shall immediately discontinue all use of the HNC
\nSoftware and, within ten (10) days thereof, return the original and all copies
\nof the HNC Software (as well as any and all HNC Confidential Information in
\nInfoseek’s possession) to HNC. Such shipment shall be accompanied by a written
\nstatement signed by an officer of Infoseek certifying that all HNC Software and
\nHNC Confidential Information provided to Infoseek in connection with the HNC
\nSoftware (as well as any copies thereof) has been either returned to HNC or
\ndestroyed by Infoseek.<\/p>\n
3. In the event of any return of the HNC Software as described in Section 2
\nabove, HNC shall refund to Infoseek all amounts actually paid to HNC by
\nInfoseek in accordance with a quotation from HNC dated March 26, 1996, less
\n*[ ], which represents [ ] of the Installation Fee described in said quotation.<\/p>\n
Please acknowledge your agreement to the above-referenced terms by signing this
\nletter in the space below and returning one copy of this letter to my attention
\nby return fax and U.S. Mail.<\/p>\n
Sincerely, AGREED:<\/p>\n
HNC SOFTWARE INC. INFOSEEK CORPORATION<\/p>\n
Michael A. Thiemann By:________________________________
\nExecutive Vice President Robin Johnson, President and CEO
\n Date signed:_______________________<\/p>\n
– —————————————-
\n*CONFIDENTIAL TREATMENT REQUESTED
\n FOR REDACTED PORTION<\/p>\n
2<\/p>\n
March 26, 1996 HNC Software Inc.
\n 5930 Cornerstone Court West
\n San Diego, CA 92121-3728<\/p>\n
Tel: 619.546.8877
\n Fax: 619.452.6524<\/p>\n
Infoseek Corporation
\n2620 Augustine Drive, Suite 250
\nSanta Clara CA 95054<\/p>\n
Re: QUOTATION<\/p>\n
The purpose of this letter is to provide Infoseek with a quotation with respect
\nto Infoseek’s licensing of HNC’s CONVECTIS(TM) product (“CONVECTIS”).<\/p>\n
This quotation shall not be construed as a license to Infoseek with respect to
\nCONVECTIS; such a license shall only be extended to Infoseek in accordance with
\na software license agreement executed by both HNC and Infoseek. This quotation
\nassumes that HNC and Infoseek will enter into such a software license agreement
\nwith respect to CONVECTIS as soon as reasonably practicable. However, this
\nquotation does not include all of the terms and conditions to be contained in
\nany such software license agreement.<\/p>\n
As such, HNC provides the following quotation to Infoseek with respect to
\nCONVECTIS:<\/p>\n
===============================================================================
\nItem Amount(3)
\n– ——————————————————————————-
\n*Installation Fee(1) [ ]
\n– ——————————————————————————-
\n*Annual Convectis License(2) [ ]
\n(includes one Convectis tuning workstation)
\n– ——————————————————————————-
\n*Additional Convectis tuning workstation license(2) [ ]
\n– ——————————————————————————-
\n*Annual Convectis Maintenance (includes one Convectis tuning [ ]
\nworkstation license)(2)
\n– ——————————————————————————-
\n*Additional Convectis tuning workstation maintenance(2) [ ]
\n===============================================================================<\/p>\n
(1) A portion of this fee may be refundable in accordance with the terms and
\nconditions to be contained in the software license agreement.
\n(2) Quote is limited to first year fees only; fees for any subsequent year(s)
\nshall be paid in accordance with the terms and conditions to be contained in the
\nsoftware license agreement.
\n(3) Fees shall be due and payable in accordance with the mutually agreed upon
\nterms of the Definitive Agreement.<\/p>\n
Travel-related Expenses.<\/p>\n
The Installation, License, and Maintenance fees set forth above and in any
\nsoftware license agreement are exclusive of any travel-related expenses incurred
\nby HNC with respect to the subject matter of this quotation. Accordingly, any
\ntravel related expenses HNC incurs with respect to the subject matter of this
\nquotation are to be reimbursed to HNC as provided herein in addition to the
\npayment of any other fees payable to HNC hereunder. Actual expenses will be
\ninvoiced monthly and full reimbursement for such expenses will be due and
\npayable to HNC from Infoseek within thirty (30) days of Infoseek’s receipt of
\nHNC’s invoice therefor at the following rates, subject to increase as provided
\nin the section entitled “Consumer Price Index Adjustments” below:<\/p>\n
Hotel (per day maximum) $ 160.00 per person
\nMeals (per day maximum) $ 40.00 per person
\nAutomobile (full or luxury size) HNC’s Actual Cost
\nBusiness Airfare HNC’s Actual Cost
\nCourier Costs HNC’s Actual Cost
\nOut-of-Pocket Expenses HNC’s Actual Cost
\nAutomobile mileage (if personal car) IRS Allowed Standard<\/p>\n
– ——–
\n* CONFIDENTIAL TREATMENT REQUESTED
\n FOR REDACTED PORTION<\/p>\n
Page 1 of 2<\/p>\n
3
\nInfoseek Corporation
\nMarch 26, 1996
\n_______________<\/p>\n
CONSUMER PRICE INDEX ADJUSTMENTS.
\n– ——————————–<\/p>\n
All fees, prices, labor rates and expense reimbursement rates set forth in this
\nquotation and in any software license agreement will be reviewed at the end of
\neach anniversary of the software license agreement’s effective date, including
\neach year during any renewal of the software license agreement. This review will
\ncommence on the first day of the anniversary month of the software license
\nagreement effective date and adjustments will be made to all such prices, labor
\nrates and expense reimbursement rates with reference to the percentage increase
\n(if any) of the Consumer Price Index (CPI), for the San Diego, California area,
\nbut such increases will not be made at an annual rate in excess of CPI increase
\nplus four percent (4%). No decrease in any fee, price, labor rate or expense
\nreimbursement rate will be made.<\/p>\n
This quotation shall be effective until April 2, 1996.<\/p>\n
Sincerely,<\/p>\n
HNC SOFTWARE INC.<\/p>\n
Raymond V. Thomas
\nVice President, Finance and Administration
\nChief Financial Officer<\/p>\n
cc: Michael Thiemann
\n John Gaffney<\/p>\n
Page 2 of 2<\/p>\n
4
\n HNC\/Infoseek Mutual Confidentiality and Non-Disclosure Agreement<\/p>\n
MUTUAL CONFIDENTIALITY
\n AND NON-DISCLOSURE AGREEMENT<\/p>\n
This Mutual Confidentiality and Non-Disclosure Agreement is entered into as
\nof April 2, 1996 (the “Effective Date”) by and between HNC Software Inc., a
\nDelaware corporation, and Infoseek, a California corporation (hereinafter
\ncollectively referred to as “the parties”).<\/p>\n
WHEREAS, the parties recognize that each other’s business involves
\nspecialized and proprietary knowledge, information, methods, processes,
\ntechniques, and skills peculiar to their security and growth. The parties
\nacknowledge that any disclosure of such methods, processes, skills, financial
\ndata, or other confidential or proprietary information would substantially
\ninjure the party’s business, impair the party’s investments and goodwill, and
\njeopardize the party’s relationship with the party’s clients and customers;<\/p>\n
WHEREAS, the parties presently desire to consult with each other with respect
\nto certain matters;<\/p>\n
WHEREAS, in the course of such consultation the parties anticipate disclosing
\nto each other certain information of a novel, proprietary, or confidential
\nnature, and desire that such information be subject to all of the terms and
\nconditions set forth below.<\/p>\n
NOW, THEREFORE, the parties hereto, in consideration of the premises and
\nother good and valuable consideration, agree as follows:<\/p>\n
1. Confidential Information. “Confidential Information” shall mean and include
\nany information which relates to the financial and\/or business operations of
\neach party, including, but not limited to, information relating to each party’s
\ncustomers, products, processes, financial condition, employees, manufacturing
\ntechniques, experimental work and\/or trade secrets. Said Confidential
\nInformation is deemed proprietary by the parties hereto. The Subject Matter of
\nthis Agreement, as well as any additional information disclosed hereunder that
\nis deemed Confidential Information by the parties is described in Exhibit A
\nattached hereto and incorporated herein by this reference.<\/p>\n
2. Use of Confidential Information. Each party agrees not to use the other’s
\nConfidential Information for any purpose other than for the specific
\nconsultation regarding the subject matter of this Agreement. Any other use of
\nsuch Confidential Information shall be made only upon the prior written consent
\nfrom an authorized representative of the party which disclosed such information
\n(hereinafter the “Disclosing Party”) or pursuant to subsequent agreement between
\nthe parties.<\/p>\n
3. Non-Disclosure of Proprietary Information. The parties agree that from the
\ndate of receipt, the party receiving the Confidential Information (hereinafter
\nthe “Receiving Party”) shall not disclose Confidential Information to any other
\nperson, firm, corporation or other entity or use it for its own benefit except
\nas provided in this Agreement. The Receiving Party shall not publish, divulge,
\ncommunicate, or reveal any Confidential Information to any person, corporation,
\nor other third party or to any of Receiving Party’s employees who do not have a
\nneed to know such Confidential Information with respect to their job duties. The
\nReceiving Party shall use the same degree of care to avoid publication or
\ndissemination of the Confidential Information as it would with respect to its
\nown confidential information. These efforts shall specifically include document
\ncontrol measures, such as numbered copies and sign out logs, and imposing on all
\nemployees, agents and other representatives of Receiving Party restrictions at
\nleast as strict as required by this Agreement.<\/p>\n
“Confidential Information” shall not include information, technical data or
\nknow-how which:<\/p>\n
(a) is already known to the Receiving Party at the time of disclosure and is
\nnot otherwise subject to restriction;<\/p>\n
(b) is or becomes publicly known through no wrongful act of the Receiving
\nParty;<\/p>\n
(c) rightfully disclosed to Receiving Party by a third party who has no
\nobligation of confidentiality to the Disclosing Party;<\/p>\n
(d) is independently developed by the Receiving Party; or<\/p>\n
(e) is approved for release by written authorization of the Disclosing Party.<\/p>\n
4. Marking. Confidential Information may be disclosed either visually, orally or
\nin writing. Written material shall be identified and labeled “Confidential” or
\n“Proprietary” to discloser. Verbal or visual information should be identified as
\n“Confidential Information” when disclosed.<\/p>\n
Confidential and Proprietary Information 1<\/p>\n
5
\n HNC\/Infoseek Mutual Confidentiality and Non-Disclosure Agreement<\/p>\n
5. Return of Confidential Information. All Confidential Information and copies
\nand extracts thereof shall be promptly returned to Disclosing Party three years
\nfrom the effective date of this Agreement, or at any time within thirty (30)
\ndays of receipt of a written request by the Disclosing Party for the return of
\nsuch Confidential Information.<\/p>\n
6. Ownership of Information. The parties agree that any Confidential
\nInformation revealed to the other by the Disclosing Party remains the exclusive
\nproperty of the Disclosing Party and its successors and assigns, unless
\notherwise expressly provided in writing signed by an authorized representative
\nof the Disclosing Party.<\/p>\n
7. No License Granted. Nothing contained in this Agreement shall be construed
\nas granting or conferring any rights to the Receiving Party by license or
\notherwise, expressly, impliedly or otherwise, for any information, discovery or
\nimprovement made, conceived, or acquired after the date of this Agreement, or
\nfor any invention, discovery, or improvement made, conceived or acquired prior
\nto the date of this Agreement.<\/p>\n
8. Arbitration and Equitable Relief.<\/p>\n
(a) Arbitration. Except as provided in Section 8(b) below, the parties agree
\nthat any dispute or controversy arising out of or relating to any
\ninterpretation, construction, performance or breach of this Agreement shall be
\nsettled by arbitration to be held in San Diego County, California in accordance
\nwith the Commercial Arbitration Rules then in effect of the American Arbitration
\nAssociation. The arbitrator may grant injunctions or other relief in such
\ndispute or controversy. In the event of arbitration, a reasonable amount of
\ndiscovery may be undertaken by the parties. The decision of the arbitrator shall
\nbe final, conclusive and binding on the parties to the arbitration. Judgment may
\nbe entered on the arbitrator’s decision in any court having jurisdiction.<\/p>\n
(b) Equitable Remedies. The parties agree that it would be impossible or
\ninadequate to measure and calculate the Disclosing Party’s damages from any
\nbreach of the covenants set forth herein. Accordingly, the parties agree that if
\nin the event of a breach of any of the covenants contained in this Agreement,
\nthe affected party will have available, in addition to any other right or remedy
\navailable, the right to obtain an injunction from a court of competent
\njurisdiction restraining such breach or threatened breach and to specific
\nperformance of any such provision of this Agreement. The parties further agree
\nthat no bond or other security shall be required in obtaining such equitable
\nrelief and the parties hereby consent to the issuance of such injunction and to
\nthe ordering of specific performance.<\/p>\n
(c) Legal Expenses. If any action or proceeding is brought for the
\nenforcement of this Agreement, or because of an alleged or actual dispute,
\nbreach, default, or misrepresentation in connection with any of the provisions
\nof this Agreement, the successful or prevailing party shall be entitled to
\nrecover reasonable attorneys’ fees and other costs incurred in such action or
\nproceeding in addition to any other relief to which it may be entitled.<\/p>\n
9. Term. This Agreement shall expire two (2) years from the Effective Date, but
\nmay be terminated prior to expiration by either party giving thirty (30) days’
\nprior written notice to the other party; provided, however, the obligations to
\nprotect the Confidential Information in accordance with this Agreement shall
\nsurvive for a period of five (5) years from the date of the last disclosure of
\nConfidential Information is made under this Agreement.<\/p>\n
10. No Formal Business Obligations. This Agreement shall not constitute, create,
\ngive effect to, or otherwise imply a joint venture, pooling arrangement,
\npartnership, or formal business organization of any kind, nor shall it
\nconstitute, create, give effect to, or otherwise imply an obligation or
\ncommitment on the part of either party to submit a proposal to or perform a
\ncontract with the other party. Nothing herein shall be construed as providing
\nfor the sharing of profits or loss arising out of the efforts of either or both
\nparties. Neither party will be liable to the other for any of the costs
\nassociated with the other’s efforts in connection with this Agreement.<\/p>\n
11. General Provisions.<\/p>\n
(a) Governing Law. This Agreement will be governed by the laws of the State
\nof California.<\/p>\n
(b) Severability. If one or more of the provisions in this Agreement are
\ndeemed void by law, then the remaining provisions will continue in full force
\nand effect.<\/p>\n
(c) Successors and Assigns. This Agreement will be binding upon the
\nsuccessors and\/or assigns of the parties.<\/p>\n
(d) Headings. All headings used herein are intended for reference purposes
\nonly and shall not affect the interpretation, or validity of this Agreement.<\/p>\n
Confidential and Proprietary Information 2<\/p>\n
6
\n HNC\/Infoseek Mutual Confidentiality and Non-Disclosure Agreement<\/p>\n
(e) Entire Agreement. This Agreement constitutes the entire agreement and
\nunderstanding of the parties with respect to the subject matter of this
\nAgreement. Any amendment or modification of this Agreement shall be in writing
\nand executed by a duly authorized representative of the parties.<\/p>\n
The parties, by the signatures of their authorized representatives appearing
\nbelow, acknowledge that they have read and understand each and every term of
\nthis Agreement and agree to be bound by its terms and conditions.<\/p>\n
HNC Software Inc. Infoseek Corporation
\n5930 Cornerstone Court West 2620 Augustine Drive, Suite 250
\nSan Diego, CA 92121-3728 Santa Clara, CA 95054<\/p>\n
By: By:
\n —————————– —————————–
\n Michael A. Thiemann Robin Johnson
\n Executive Vice President CEO<\/p>\n
Confidential and Proprietary Information 3<\/p>\n
7
\n HNC\/Infoseek Mutual Confidentiality and Non-Disclosure Agreement<\/p>\n
EXHIBIT A<\/p>\n
SUBJECT MATTER; ADDITIONAL CONFIDENTIAL INFORMATION<\/p>\n
HNC (which shall be considered the Disclosing Party for purposes of this Exhibit
\nA) may disclose information with respect to the following in connection with
\nthis Agreement. The parties agree that any such information disclosed shall be
\nconsidered Confidential Information for purposes of this Agreement:<\/p>\n
Any and all information from any and all verbal, electronic, and\/or written
\n communications (whether in the form of slides, handouts, letters,
\n memoranda, agreements, facsimile transmissions, meetings, conference and
\n other telephone calls, diskettes, files, tapes, and\/or any other mode) with
\n respect to the HNC products known as SelectCast(TM), Convectis(TM), related
\n products, and\/or related concepts, proposals, data sources, plans, markets,
\n customers, pricing, schedules, development efforts (including future
\n product functionality and release plans), decision technology and\/or
\n models, software (including source code, object code and\/or documentation),
\n numerical data processing algorithms, product and software design
\n specifications and\/or functionality, and\/or ideas.<\/p>\n
Confidential and Proprietary Information 4<\/p>\n
EX-10.36<\/p>\n7<\/p>\nAGREEMENT IN PRINCIPLE W\/ HNC 3\/21\/96<\/p>\n 1
\n EXHIBIT 10.36<\/p>\n
*CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL
\n PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES
\n AND EXCHANGE COMMISSION<\/p>\n
March 19, 1996<\/p>\n
Mr. Robin Johnson, CEO
\n Infoseek Corporation
\n 2620 Augustine Drive, Suite 250
\n Santa Clara, CA 95054<\/p>\n
Dear Mr. Johnson:<\/p>\n
This shall serve as a letter of intent (“Agreement in Principle”) by and
\n between Infoseek Corporation (“Infoseek”) and HNC Software Inc. (“HNC”) wherein
\n the parties wish to set forth the terms and conditions whereby they propose to
\n establish a cooperation agreement with respect to the use of HNC’s proprietary
\n SelectCast(TM) intelligent advertising server product in the Infoseek
\n environment.<\/p>\n
The parties acknowledge their agreement and understanding that this Agreement
\n in Principle has been prepared to set forth the basic terms and conditions
\n under which the parties propose to enter into a definitive written agreement
\n (the “Definitive Agreement”) providing for the parties to jointly cooperate
\n with respect to the development and marketing of a version of SelectCast to be
\n used in the Infoseek environment. In connection therewith, both parties will
\n cooperate with each other and use their respective reasonable best efforts to
\n negotiate, prepare, and execute a Definitive Agreement as soon as reasonably
\n practicable, but no later than April 30, 1996.<\/p>\n
As such, the parties agree as follows:<\/p>\n
1. Development. The parties shall, in good faith, develop an outline of the
\n project to be undertaken hereunder within five (5) days of the Effective Date.<\/p>\n
2. Exclusivity. During the term of this Agreement in Principle, Infoseek shall
\n not contract, engage, or otherwise work with, any other parties with respect to
\n the development, use, and\/or operation of a system similar and\/or competitive
\n with SelectCast. Similarly, HNC shall not, during the term of this Agreement in
\n Principle, contract, engage, or otherwise work with, any other parties with
\n respect to the development, use, and\/or operation of a system [ ] SelectCast
\n*[ ].<\/p>\n
——–<\/p>\n
Page 1 of 5<\/p>\n
* CONFIDENTIAL TREATMENT REQUESTED
\n FOR REDACTED PORTION<\/p>\n
2
\n 3. Compensation. Infoseek shall compensate HNC with respect to HNC’s
\n*performance hereunder, at a rate of [ ] of HNC’s standard time and materials
\n rates, which are detailed in Exhibit 1 hereto, up to a maximum cumulative
\n*amount of [ ]. A preliminary analysis of the scope of phase 1 of the
\n deliverables indicates that this amount should be sufficient to deliver the
\n phase 1 version of the system. Said maximum cumulative amount may only be
\n increased upon the prior written agreement of Infoseek. HNC shall invoice
\n Infoseek in the manner and at the address indicated in Exhibit 2 hereto. Each
\n party shall be responsible for payment of its own travel expenses with respect
\n to its respective performance hereunder.<\/p>\n
4. Public Disclosure; Confidential Information. The parties acknowledge that
\n concurrently with the execution of this Agreement in Principle, they have
\n executed a Mutual Confidentiality and Non-Disclosure Agreement (the
\n “Non-Disclosure Agreement”) with respect to the exchange of confidential
\n information pursuant to the undertaking described in this Agreement in
\n Principle. Neither party shall make any public disclosure with respect to the
\n subject matter of this Agreement in Principle without the prior written consent
\n of the other party, such consent shall not be unreasonably withheld.<\/p>\n
5. Term and Termination. This Agreement in Principle shall remain in effect
\n until the Definitive Agreement is executed or May 31, 1996, whichever comes
\n first. In any event, this Agreement in Principle may be earlier terminated by
\n either party for any reason upon at least thirty (30) days prior written notice
\n to the other party. In the event of any termination of this Agreement in
\n Principle, Infoseek shall pay HNC for any time and materials expenses accrued
\n and payable to HNC up through the effective date of termination.<\/p>\n
It is understood that this Agreement in Principle does not contain all matters
\n to be contained in the Definitive Agreement, which the parties shall undertake
\n to negotiate in accordance with this Agreement in Principle. As such, the
\n parties acknowledge that the terms of the Definitive Agreement are not yet
\n agreed, and there are no contractual and\/or enforceable terms with respect
\n thereof in existence at the present. Notwithstanding the two preceding
\n sentences of this paragraph, the provisions of sections 2, 3, 4, and 5 of this
\n Agreement in Principle and the provisions of the Non-Disclosure Agreement shall
\n constitute a binding agreement of the parties unless and until such are
\n superseded by the Definitive Agreement.<\/p>\n
——–<\/p>\n
Confidential and Proprietary Information Page 2 of 5<\/p>\n
* CONFIDENTIAL TREATMENT REQUESTED
\n FOR REDACTED PORTION<\/p>\n
3
\nIf the foregoing accurately summarizes our understanding, we request that
\nInfoseek approve this Agreement in Principle and evidence such approval by
\ncausing the enclosed copy of this Agreement in Principle to be signed on its
\nbehalf, dated and returned to HNC whereupon this Agreement in Principle shall
\nbecome effective. This Agreement in Principle may be executed in counterparts,
\nall of which together shall constitute one and the same agreement.<\/p>\n
Sincerely, AGREED:<\/p>\n
HNC SOFTWARE INC. INFOSEEK<\/p>\n
By:
\n ————————
\nMichael A. Thiemann Robin Johnson
\nExecutive Vice President Chief Executive Officer<\/p>\n
Date Signed:
\n —————
\n “Effective Date”<\/p>\n
Confidential and Proprietary Information Page 3 of 5<\/p>\n
4
\n EXHIBIT 1<\/p>\n
TIME AND MATERIALS RATES<\/p>\n
The following table reflects HNC standard time and materials hourly rates as
\n well as the time and materials hourly rates to be paid to HNC by Infoseek in
\n accordance with this Agreement in Principle.<\/p>\n
——————————————————————————-
\n JOB TITLE HNC STANDARD HOURLY DISCOUNTED HOURLY LABOR
\n LABOR RATE RATE IN ACCORDANCE WITH
\n SECTION 3 OF THIS AGREEMENT
\n IN PRINCIPLE<\/p>\n
——————————————————————————-
\n*Corporate Officer [ ] [ ]
\n ——————————————————————————-
\n*Director [ ] [ ]
\n ——————————————————————————-
\n*Manager [ ] [ ]
\n ——————————————————————————-
\n*Senior Staff Scientist [ ] [ ]
\n ——————————————————————————-
\n*Staff Scientist [ ] [ ]
\n ——————————————————————————-
\n*Software Engineer [ ] [ ]
\n ——————————————————————————-
\n*Administrative Support [ ] [ ]
\n ——————————————————————————-<\/p>\n
TRAVEL-RELATED EXPENSES<\/p>\n
As indicated in Section 3 of the Agreement in Principle, each party shall be
\n responsible for bearing its own travel-related expenses with respect to its
\n respective performance hereunder.<\/p>\n
– ——–
\nConfidential and Proprietary Information <\/p>\n
* CONFIDENTIAL TREATMENT REQUESTED
\n FOR REDACTED PORTION<\/p>\n
Page 4 of 5<\/p>\n
5
\n EXHIBIT 2<\/p>\n
PAYMENT TERMS<\/p>\n
1. Monthly Invoicing. HNC shall invoice Infoseek on a monthly basis with respect
\nto time and materials charges incurred by HNC during the previous calendar
\nmonth. Said billings shall be in accordance with the rates set forth in Exhibit
\n1. Such invoices shall be due and payable net thirty (30) days from date of
\nreceipt by Infoseek. Unless otherwise advised in writing by Infoseek, HNC shall
\ndirect all such invoices to Infoseek at the following address:<\/p>\n
Infoseek
\n Attention: ________________________________
\n Street Address: ___________________________
\n City\/State\/Zip: ___________________________
\n Telephone: (___) __________________________
\n Fax: (___) ________________________________<\/p>\n
2. Taxes. All payments by Infoseek to HNC under this Agreement in Principle for
\nany fees will be exclusive of any sales, use, service, value added or
\nwithholding taxes, or any other levy, tariff, duty or tax of any kind whatsoever
\nimposed by any governmental authority with respect to the services rendered or
\nexpenses incurred by HNC hereunder (other than a tax imposed upon HNC’s income).
\nInfoseek agrees to pay, within thirty (30) days of receipt of the applicable HNC
\ninvoices, any such tax whenever such tax is imposed by a governmental authority.<\/p>\n
3. Late Fees. Any payment due to HNC hereunder that remains unpaid for more than
\nthirty (30) days after the date such payment is due to HNC hereunder is subject
\nto a one and one-half (1-1\/2%) percent per month late fee.<\/p>\n
Confidential and Proprietary Information Page 5 of 5<\/p>\n
EX-10.42<\/p>\n8<\/p>\nINFOSEEK\/NYNEX AGREEMENT 3\/29\/96<\/p>\n 1
\n EXHIBIT 10.42<\/p>\n
* CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN
\n FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.<\/p>\n
INFOSEEK\/NYNEX AGREEMENT<\/p>\n
NYNEX Information Technologies Company (“NYNEX”) 35 Village Road, Middleton,
\n MA 01949<\/p>\n
TERMS AND CONDITIONS<\/p>\n
1. NYNEX is contracting with Infoseek Corporation (“Infoseek”) for the display
\n of the NYNEX Big Yellow icon (“Icon”) on the command bar of the Infoseek Guide
\n Service or successor service (“Service”), and for the display of an Infoseek
\n Guide icon (“Guide Icon”) on the “Explore the Net” page of the NYNEX
\n Interactive Yellow Pages WWW site or successor service (“Big Yellow”) for the
\n duration indicated below.<\/p>\n
2. For the term of this Agreement Infoseek will:<\/p>\n
Display the Icon on the command bar of the Infoseek search and results pages
\n of the Service with a link directly to the applicable HTML page located at the
\n applicable Universal Resource Locator (“URLs”) for such page on NYNEX’s site
\n containing the free Internet service known as Big Yellow. The Icon shall be
\n*displayed on the command bar of the Infoseek search and results pages [] [] on
\n the command bar of the Infoseek search and results pages;<\/p>\n
Supply NYNEX with an HTML or GIF file of the Guide Icon meeting the
\n specifications set forth in Attachment I. Infoseek grants to NYNEX a worldwide
\n license to use, display, perform, reproduce and distribute the Guide Icon, and
\n such other licenses with respect to the Guide Icon necessary to fulfill the
\n intention of this Agreement for the duration of this Agreement. Infoseek shall
\n retain all right, title and interest in and to the Guide Icon;<\/p>\n
Track the redirected traffic (“Traffic”) to Big Yellow from the Service caused
\n by users “clicking” on the Icon;<\/p>\n
Provide usage reports to NYNEX as then generally provided by Infoseek to other
\n entities having similar icon display arrangements with Infoseek;<\/p>\n
Provide the Service to users who “click” on the Guide Icon; and<\/p>\n
*Not provide any other [] on the Service. An [] means a [] that provides [],
\n*such as Big Yellow or an on-line version of the []. Infoseek may provide on
\n*its Service [] that are [] the same product or service or groups of products
\n*and services that have [], for example, without limitation, [], an on-line
\n*version of the current [] or [], a [] site, or a [] site.<\/p>\n
*Not provide an [] or [] as defined above, on the command bar of its [] on the
\n Service.<\/p>\n
In the event of any dispute or controversy over whether a service constituted
\n an Aggregate Shopping Service pursuant to the preceding two paragraphs only,
\n the parties shall first attempt to resolve such dispute by escalating the
\n matter to their respective Presidents. If the Presidents are unable to resolve
\n the dispute within fifteen (15) days of the notice of the dispute by either
\n party, then either party may submit the dispute to binding and final
\n arbitration in accordance with the then current rules of the American
\n Arbitration Association. The arbitral tribunal shall consist of one
\n arbitrator. The placement of arbitration shall be Chicago, Illinois.<\/p>\n
NYNEX(03\/27\/96) 1 of 7<\/p>\n
– —————————————-
\n*CONFIDENTIAL TREATMENT REQUESTED
\n FOR REDACTED PORTION<\/p>\n
2<\/p>\n
The parties acknowledge that the provision of information or content in or of
\n*itself shall not constitute an [] or a [].<\/p>\n
3. For the term of this Agreement NYNEX will:<\/p>\n
Display the Guide Icon on the Explore the Net page of Big Yellow with a link
\n directly to the applicable HTML page located at the applicable Universal
\n Resource Locator (“Infoseek URLS”) for such page on Infoseek’s site containing
\n the Service;<\/p>\n
Supply Infoseek with an HTML or GIF file of the Icon meeting the specifications
\n set forth in Attachment I. NYNEX grants to Infoseek a worldwide license to use,
\n display, perform, reproduce and distribute the Icon, and such other licenses
\n with respect to the Icon necessary to fulfill the intention of this Agreement
\n for the duration of this Agreement. NYNEX shall retain all right, title and
\n Interest in and to the Icon;<\/p>\n
Track the redirected traffic (“Guide Traffic”) to the Service from Big Yellow
\n caused by users “clicking” on the Guide Icon;<\/p>\n
Provide usage reports to Infoseek as then generally provided by NYNEX to other
\n entities having similar icon display arrangements with NYNEX;<\/p>\n
Provide the Big Yellow service to users who “click” on the Icon; and<\/p>\n
Not provide a link on the Explore the Net page of Big Yellow that is more
\n prominent than the Guide Icon to any service which provides a general search of
\n Web pages or is directly competitive to a then-current significant component of
\n the Service.<\/p>\n
4. NYNEX and Infoseek will use reasonable commercial efforts to promptly remedy
\n any misplacement of the Guide Icon or the Icon, respectively, or any
\n malfunctioning of the Links or Guide Links under Its control, and the other
\n party shall fully cooperate with such party to remedy any such placement or
\n malfunctioning.<\/p>\n
5. COMPENSATION<\/p>\n
In consideration of the services provided under this Agreement, NYNEX agrees to
\n pay to Infoseek the following charges:<\/p>\n
Q2\/96 Charge – $600,000
\n Q3\/96 Charge – $800,000
\n Q4\/96 Charge – $1,600,000
\n Q1\/97 Charge – $1,600,000<\/p>\n
The payment of such charges will be made to Infoseek on a monthly basis in
\n accordance with the following schedule (payments are made 15 days following the
\n end of each month of the Service):<\/p>\n
\n
\n
\n
\n
\n Payment #1 – May 15, 1996 $200,000.
\n Payment #2 – June 14, 1996 $200,000.
\n Payment #3 – July 15, 1996 $200,000.
\n Payment #4 – August 15, 1996 $266,666.
\n Payment #5 – September 16, 1996 $266,666.
\n Payment #6 – October 15, 1996 $266,666.
\n Payment #7 – November 15, 1996 $533,333.
\n Payment #8 – December 16, 1996 $533,333.
\n Payment #9 – January 15, 1997 $533,333.
\n Payment #10 – February 14, 1997 $533,333.<\/p>\n<\/c><\/c><\/c><\/s><\/table>\n
NYNEX(03\/27\/96) 2 of 7<\/p>\n
– —————————————-
\n*CONFIDENTIAL TREATMENT REQUESTED
\n FOR REDACTED PORTION<\/p>\n
3<\/p>\n
\n
\n
\n
\n
\n Payment #11 – March 14, 1997 $533,333.
\n Payment #12 – April 15, 1997 $533,333.<\/p>\n<\/c><\/c><\/c><\/s><\/table>\n
Total of above payments for the period from May 1, 1996 though April
\n 30, 1997 equal to $4,600,000.<\/p>\n
If during any quarter of this Agreement, the traffic level of the Service falls
\n*below a total of [ ] information requests (i.e. search results
\n pages and browse pages delivered) resulting in the display of the Icon
\n (“Information Requests”), then Infoseek will reimburse NYNEX a percentage of
\n the payments made by NYNEX to Infoseek for such quarter equivalent to the
\n*percentage decrease in the traffic level of the Service from [] Information
\n Requests during such quarter (to be measured within 30 days following the end
\n of each quarter). For example, if within 30 days following the end of calendar
\n Q2\/96 the Information Requests are measured
\n*at [] for Q2\/96 (i.e. a [] from the
\n*[] benchmark), then Infoseek will reimburse to NYNEX
\n*[] of the payments received from NYNEX attributable to Q2\/96 [] reimbursement).<\/p>\n
If during any quarter of this Agreement, the number of displays of the “Explore
\n the Net” page containing the Guide Icon on Big Yellow is equal to or greater
\n*than [] of the number of Information Requests (“Trigger Ratio”), then NYNEX
\n shall have a right to renegotiate the price terms for the duration of this
\n Agreement that the Trigger Ratio continues. If the parties cannot agree on
\n price terms within the thirty day period after the request to renegotiate,
\n NYNEX shall have the right to terminate this Agreement upon immediate written
\n notice. In the event of such termination NYNEX shall pay Infoseek for placement
\n of the Icon for the period through the termination date at the then-current
\n applicable rate under this Section 5.<\/p>\n
6. TERM AND TERMINATION. This Agreement shall be effective on the date this
\n Agreement becomes fully executed by the parties (“Effective Date”) and shall
\n continue in force for an initial term ending April 30, 1997. This Agreement may
\n be renewed for three (3) consecutive annual renewal terms as follows: at least
\n sixty (60) days prior to the end of the then-current term of this Agreement,
\n Infoseek will offer to NYNEX an option to renew for a subsequent annual renewal
\n*term at a mutually agreed upon, not-to-exceed price of [], respectively, off of
\n Infoseek’s then-current retail price for
\n*[]. Thereafter, during the term of this Agreement, Infoseek shall offer NYNEX
\n an option to renew for contiguous annual renewal terms at an agreed upon,
\n not-to-exceed price of Infoseek’s then current retail price for the same or
\n similar placement. Payments during any renewal terms shall continue to be
\n payable on a monthly basis. This Agreement will expire unless NYNEX gives
\n Infoseek written notice of its decision to renew at least thirty (30) days
\n prior to the end of the then-current term. Either party may terminate this
\n Agreement if the other party materially breaches its obligations hereunder and
\n such breach remains uncured for thirty (30) days following notice to the
\n breaching party.<\/p>\n
7. RESPONSIBILITY FOR ICON AND GUIDE ICON<\/p>\n
a. NYNEX is solely responsible for any legal liability arising out of or
\n relating to (i) the Icon, and\/or (ii) the material served to end users
\n immediately following the end users’ “clicking” on the Icon. NYNEX represents
\n and warrants that it holds the necessary rights to permit the use of the Icon,
\n the URLs and the Links by NYNEX for the purpose of this Agreement; and that the
\n permitted use, reproduction, distribution, or transmission of the Icon and the
\n material served to end users immediately following the end users’ “clicking” on
\n the Icon or the Links will not violate any criminal or common law, any
\n statutory rights or any rights of any third parties, including, but not limited
\n to, such violations as infringement or misappropriation of any copyright,
\n patent, trademark, trade secret, music, image, or other proprietary or property
\n right, false advertising, unfair competition, defamation, invasion of privacy
\n or rights of celebrity, violation of any antidiscrimination law or regulation,
\n or any other right of any person or entity. NYNEX agrees to indemnify Infoseek
\n and to hold Infoseek harmless from and against any and all liability, loss,
\n damages, claims, or causes of action, including reasonable legal fees and
\n expenses that may be incurred by Infoseek, arising out of or related to NYNEX’s
\n breach of any of the foregoing representations and warranties.<\/p>\n
b. Infoseek is solely responsible for any legal liability arising out of or
\n relating to (i) the Guide Icon, and\/or<\/p>\n
NYNEX(03\/27\/96) 3 of 7
\n– ——–<\/p>\n
– —————————————-
\n*CONFIDENTIAL TREATMENT REQUESTED
\n FOR REDACTED PORTION<\/p>\n
4
\n(ii) the material served to end users immediately following the end users’
\n“clicking” on the Guide Icon. Infoseek represents and warrants that it holds the
\nnecessary rights to permit the use of the Guide Icon, the Infoseek URLs and the
\nGuide Links by Infoseek for the purpose of this Agreement; and that the
\npermitted use, reproduction, distribution, or transmission of the Guide Icon and
\nthe material served to end users immediately following the end users’ “clicking”
\non the Guide Icon or the Guide Links will not violate any criminal or common
\nlaw, any statutory rights or any rights of any third parties, including, but not
\nlimited to, such violations as infringement or misappropriation of any
\ncopyright, patent, trademark, trade secret, music, image, or other proprietary
\nor property right, false advertising, unfair competition, defamation, invasion
\nof privacy or rights of celebrity, violation of any antidiscrimination law or
\nregulation, or any other right of any person or entity. Infoseek agrees to
\nindemnify NYNEX and to hold NYNEX harmless from and against any and all
\nliability, loss, damages, claims, or causes of action, including reasonable
\nlegal fees and expenses that may be incurred by NYNEX, arising out of or related
\nto Infoseek’s breach of any of the foregoing representations and warranties.<\/p>\n
c. The commencement dates of the Icon and Guide Icon placements, the URL and
\nInfoseek URL addresses, billing information, and the Icon and Guide Icon
\nspecifications are specified in Attachment I.<\/p>\n
8. LIMITATION OF LIABILITY. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER
\nFOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH
\nOF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, AND WHETHER OR NOT THAT
\nPARTY SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIABILITY
\nOF EITHER PARTY FOR DAMAGES OR ALLEGED DAMAGES HEREUNDER (EXCEPT FOR ANY
\nCOMPENSATION PAYABLE UNDER SECTION 5 AND DAMAGES OR ALLEGED DAMAGES UNDER
\nSECTION 7) WHETHER IN CONTRACT OR TORT OR ANY OTHER LEGAL THEORY IS LIMITED TO
\nAND SHALL NOT EXCEED THE TOTAL AMOUNTS PAID UNDER SECTION 5 OF THIS AGREEMENT.<\/p>\n
9. FORCE MAJEURE. Neither party will be liable for delay or default in the
\nperformance of its obligations under this Agreement (other than for non-payment
\nof royalties) if such delay or default is caused by conditions beyond its
\nreasonable control, including, but not limited to, fire, flood, accident,
\nearthquakes, telecommunications line failures, storm, acts of war, riot,
\ngovernment interference, strikes and\/or walk-outs, except that the adjustment of
\nNYNEX’s payment obligations as provided in the penultimate paragraph of Section
\n5 shall not be affected by such a force majeure event.<\/p>\n
10. CONFIDENTIALITY. All disclosures of proprietary and\/or confidential
\ninformation in connection with this Agreement shall be governed by the terms of
\nthe Mutual Confidential Disclosure Agreement entered into by the parties
\nconcurrently with this Agreement, a copy of which is attached hereto as Exhibit
\nII. The information contained in reports pursuant to Sections 1 and 5 above and
\nany documentation regarding the calculation of reimbursements shall be deemed
\nProprietary Information of Infoseek.<\/p>\n
11. NO AGENCY. The parties to this Agreement are independent contractors.
\nNeither party is an agent, representative or partner of the other party. Neither
\nparty shall have any right, power or authority to enter into any agreement for
\nor on behalf of, or to incur any obligation or liability of, or to otherwise
\nbind, the other party. This Agreement shall not be interpreted or construed to
\ncreate an association, joint venture or partnership between the parties or to
\nimpose any partnership obligation or liability upon either party.<\/p>\n
12. GOVERNING LAW. This Agreement shall be interpreted, construed and enforced
\nin all respects in accordance with the laws of the State of California without
\nregard to its conflicts of law principles.<\/p>\n
13. ASSIGNMENT. Neither party may assign this Agreement by operation of law or
\notherwise, in whole or in part, other than pursuant to a merger or a transfer of
\na majority of its assets, without the other party’s written consent, which
\nconsent shall not be unreasonably withheld or delayed; provided, however, either
\nparty may assign this Agreement to an Affiliate or successor without the prior
\nwritten consent of the other party. “Affiliate” shall mean any entity of which a
\nparty owns at least one-third of the equity, or any entity that owns at least
\none-third of the equity of either party. “Successor” means any entity that has a
\nright to pro-<\/p>\n
NYNEX(03\/27\/96) 4 of 7<\/p>\n
5
\nvide Big Yellow or the Service. Any attempt to assign this Agreement in
\nderogation hereof shall be null and void.<\/p>\n
14. NOTICES. Any notices required or permitted to be given pursuant to this
\nAgreement shall be in writing, sent via confirmed fax or certified mail,
\nreturned receipt requested, or delivered by hand, addressed as hereinabove first
\nset forth or to such other address as may be amended or modified only in writing
\nto the other party, and shall be deemed to have been given when received.<\/p>\n
15. AUDIT.<\/p>\n
a. NYNEX shall have the right to retain a U.S. nationally prominent or other
\nmutually agreeable independent auditor to whom Infoseek shall allow reasonable
\naccess to Infoseek’s books of account and other records relating to the
\ncalculation of the number of Information Requests as provided in Section 5 for
\nthe purpose of verifying the amounts due and payable to NYNEX under this
\nAgreement. The information disclosed by Infoseek to such auditors in the course
\nof performing such audit will be kept confidential by the auditor. Access to
\nInfoseek’s documentation shall be during Infoseek’s regular business hours upon
\nat least fifteen (15) days prior written notice and may be conditioned upon the
\nauditor executing a confidentiality agreement in a form reasonably acceptable to
\nInfoseek relating to the auditor’s performance of an audit hereunder.<\/p>\n
b. Infoseek shall have the right to retain a U.S. nationally prominent or other
\nmutually agreeable independent auditor to whom NYNEX shall allow reasonable
\naccess to NYNEX’s books of account and other records relating to the calculation
\nof the number of displays of the “Explore the Net” page containing the Guide
\nIcon on Big Yellow as provided in Section 5 for the purpose of verifying the
\namounts due and payable to Infoseek under this Agreement. The information
\ndisclosed by NYNEX to such auditors in the course of performing such audit will
\nbe kept confidential by the auditor. Access to NYNEX’s documentation shall be
\nduring NYNEX’s regular business hours upon at least fifteen (15) days prior
\nwritten notice and may be conditioned upon the auditor executing a
\nconfidentiality agreement in a form reasonably acceptable to NYNEX relating to
\nthe auditor’s performance of an audit hereunder.<\/p>\n
16. PUBLICITY. Neither party shall issue a press release regarding this
\nAgreement without the prior approval of the other party. If a party does not
\ngive notice of the disapproval of the press release within three (3) business
\ndays of its receipt of a proposed press release, such failure to respond shall
\nbe deemed approval of said press release.<\/p>\n
17. ENTIRE AGREEMENT. This Agreement and any and all exhibits and attachments
\nare the complete and exclusive agreement between the parties with respect to the
\nsubject matter hereof, superseding and replacing any and all prior agreements,
\ncommunications and understandings (both written and oral) regarding such subject
\nmatter. This Agreement may be modified, or any rights under it waived, only by a
\nwritten document executed by both parties.<\/p>\n
The parties have duly executed this Agreement as of the later of the two (2)
\ndates set forth below.<\/p>\n
ACCEPTED FOR INFOSEEK CORPORATION ACCEPTED FOR NYNEX INFORMATION
\n TECHNOLOGIES COMPANY<\/p>\n
By: By:
\n ————————— —————————-
\n Authorized Signature Authorized Signature<\/p>\n
Print Name: Print Name:
\n ——————— ——————–
\nTitle: Title:
\n ————————— —————————-
\nDate: Date:
\n ————————— —————————-<\/p>\n
NYNEX(03\/27\/96) 5 of 7<\/p>\n
6
\n ATTACHMENT I<\/p>\n
A. COMMENCEMENT DATES OF ICON AND GUIDE ICON PLACEMENT<\/p>\n
Commencement Date of Icon Placement: May 1, 1996 unless otherwise agreed upon
\nCommencement Date of Guide Icon Placement: May 1, 1996 unless otherwise agreed
\nupon<\/p>\n
B. URLS AND GUIDE URLS<\/p>\n
HTTP\/URL Address connected to the Icon (URLs):
\n– ——————————————————————————–
\nHTTP\/URL Address connected to the Guide Icon (Guide URLS):<\/p>\n
http:\/\/guide.infoseek.com\/NX<\/p>\n
C. BILLING INFORMATION<\/p>\n
NYNEX Accounts Payable Contact:
\n ——————————————–
\nNYNEX Accounts Payable Contact Telephone Number:
\n ————————-<\/p>\n
D. SPECIFICATIONS OF ICON AND GUIDE ICON<\/p>\n
ICON SPECIFICATIONS<\/p>\n
in gif format
\non a white or transparent background
\n30-50 pixels wide
\n33 pixels high
\nuse as few colors as possible (64 or fewer)<\/p>\n
Icon Specifications may be changed by Infoseek upon reasonable notice from time
\nto time.<\/p>\n
GUIDE ICON SPECIFICATIONS<\/p>\n
\n
\n<\/imgsrc><\/a><\/p>\nGuide Icon Specifications may be changed by Infoseek upon reasonable notice from
\ntime to time.<\/p>\n
NYNEX(03\/27\/96) 6 of 7<\/p>\n
7
\n ATTACHMENT II<\/p>\n
Mutual Confidential Disclosure Agreement<\/p>\n
(See attached)<\/p>\n
NYNEX(03\/27\/96) 7 of 7<\/p>\n
8
\n MUTUAL CONFIDENTIAL DISCLOSURE AGREEMENT<\/p>\n
This Mutual Confidential Disclosure Agreement (“Confidentiality Agreement”)
\ngoverns the disclosure of information by and between NYNEX INFORMATION
\nTECHNOLOGIES COMPANY (“NYNEX”) having a principal place of business at 35
\nVILLAGE ROAD, MIDDLETON, MASSACHUSETTS 01949 and INFOSEEK CORPORATION
\n(“Infoseek”) having a place of business at 2620 AUGUSTINE DRIVE, SANTA CLARA,
\nCALIFORNIA 95054.<\/p>\n
1. NYNEX or Infoseek (the “Discloser”) may disclose to the other party
\n (the “Recipient”) from time to time, ideas, concepts, specifications,
\n research, business, financial, technical, engineering, manufacturing,
\n marketing, sales, customer and other information, either orally,
\n electronically or in physical form. All such above-described
\n information which is provided to the Recipient and is designated as
\n confidential shall be deemed for purposes of this Confidentiality
\n Agreement to be “Confidential Information”, unless it:<\/p>\n
(a) is or becomes publicly known, other than through violation by
\n the Recipient of this Confidentiality Agreement;<\/p>\n
(b) is already known to the Recipient at the time of the
\n disclosure thereof free of any obligation to keep it
\n confidential;<\/p>\n
(c) is independently developed by the Recipient;<\/p>\n
(d) subsequent to disclosure to the Recipient is rightfully made
\n available without restriction to the Recipient by a third
\n party or other source having lawful right to do so; or<\/p>\n
(e) is approved for release by the Discloser’s written
\n authorization;<\/p>\n
in any of which cases such ideas, concepts, specifications, research,
\n business, financial, technical, engineering, manufacturing, marketing,
\n sales, customer and other information shall not be considered, or shall
\n cease to be considered, Confidential Information, and shall not be, or
\n shall cease to be, subject to the restrictions on use or disclosure
\n contained in this Confidentiality Agreement. (The term NYNEX shall
\n include Affiliates of NYNEX where applicable. “Affiliate” in this
\n context means NYNEX Corporation and any corporation or other business
\n entity which from time to time directly or indirectly controls, is
\n controlled by or is under common control with NYNEX or NYNEX
\n Corporation. The term Infoseek shall include Affiliates of Infoseek
\n where applicable. “Affiliate” in this context means any corporation or
\n other business entity which from time to time directly or indirectly
\n controls, is controlled by or is under common control with Infoseek.)<\/p>\n
2. Any Confidential Information shall remain the property of the
\n Discloser, and the Recipient hereby agrees: (i) to hold any
\n Confidential Information in confidence in accordance with the same
\n degree of care as the Recipient normally takes to preserve its own
\n confidential information of a similar nature; (ii) not to use any
\n Confidential Information for any purpose other than in furtherance of
\n the business relationship between NYNEX and Infoseek; and (iii) to
\n disclose Confidential Information to only those agents and employees of
\n the Recipient with a need to know such Confidential Information in
\n connection with the evaluations of such transactions.<\/p>\n
3. Notwithstanding the foregoing, it shall not constitute a violation of
\n this Confidentiality Agreement if the Recipient discloses any
\n Confidential Information pursuant to the requirement of any statute,
\n rule, regulation, judgment, order, or other requirement of any
\n government, court administrative department, commission, or other
\n instrumentality (collectively referred to herein as “Governmental
\n Authorities”). The Recipient agrees to request confidential treatment
\n for any Confidential Information so disclosed to any Governmental
\n Authority and to notify the Discloser prior to any such disclosure.<\/p>\n
4. Upon the Discloser’s written request, the Recipient agrees to return to
\n the Discloser all documents containing Confidential Information
\n furnished by the Discloser, and to destroy all copies hereof in
\n written, graphic or other tangible form (or the portions of such copies
\n containing Confidential Information), except to the extent that
\n retention thereof is required by any Governmental Authority.<\/p>\n
1 of 2<\/p>\n
9<\/p>\n
5. This Confidentiality Agreement does not represent a commitment by
\n either party to enter into or form any future business relationship,
\n nor does it preclude either party from engaging at any time in the same
\n or any business similar to the business in which the other is now
\n engaged, or to refrain from consulting with any third party concerning
\n the subject matter of the Confidentiality Agreement.<\/p>\n
6. Neither NYNEX nor Infoseek shall use or disclose this Agreement and
\n will not issue or release for publication any articles or advertising
\n or publicity matter relating to the work performed under this
\n Confidentiality Agreement or mentioning or implying the name of the
\n other, without prior written consent from the other party in each
\n instance.<\/p>\n
IN WITNESS WHEREOF, the parties have executed this Confidentiality Agreement in
\nduplicate as of the date set forth below.<\/p>\n
NYNEX INFORMATION TECHNOLOGIES COMPANY INFOSEEK CORPORATION<\/p>\n
By: By:
\n —————————- ————————-
\n Authorized Signature Authorized Signature<\/p>\n
Name: Matthew J. Stover Name: Robert E. L. Johnson
\n ————————– ————————-
\n Print Print<\/p>\n
Title: Chairman of the Board Title: CEO & President
\n ————————– ————————-
\nDate: March 29, 1996 Date: March 29, 1996
\n ————————– ————————-<\/p>\n
2 of 2<\/p>\n
<\/description><\/sequence><\/type><\/description><\/sequence><\/type><\/description><\/sequence><\/type><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7854,9370],"corporate_contracts_industries":[9508,9513],"corporate_contracts_types":[9613,9616],"class_list":["post-42801","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-infoseek-corp","corporate_contracts_companies-xerox-corp","corporate_contracts_industries-technology__hardware","corporate_contracts_industries-technology__software","corporate_contracts_types-operations","corporate_contracts_types-operations__ip"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42801","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42801"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42801"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42801"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42801"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}